Xxxxxxx /s/ Axxxxxx Xxxxxxxxxxxxx Axxxxxx Xxxxxxxxxxxxx Schedule A Name and Address of Member % of Member- ship Interest in Daily Engage Principal Amount of Closing Note issued on Closing Date Consideration Shares Year-One Earnout Cash Year-One Earnout Shares Year-Two Earnout Cash Year-Two Earnout Shares Year-Three Earnout Cash Year-Three Earnout Shares Hxxxx X.
Earnout Period has the meaning set forth in Section 2.5(a)(iii).
Earn-Out Period has the meaning set forth in Section 2.6.1.
Earnout Amount has the meaning set forth in Section 2.7(a).
Earnout has the meaning set forth in Section 2.9(a).
Minimum Cash Balance means $10,000,000 minus (i) $500,000, (ii) any amounts to be paid to holders of Allowed Ongoing Trade Claims of New Permian Corp., and (iii) any amounts to be paid to holders of Allowed Cure Amounts pursuant to Section 8.4(ii).
Earnout Payment has the meaning set forth in Section 2.3(b).
Consolidated Cash Balance means, at any time, the aggregate amount of cash and cash equivalents, marketable securities, treasury bonds and bills, certificates of deposit, investments in money market funds and commercial paper, in each case held by the Parent and its Consolidated Subsidiaries.
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.
First Year means the intake group of Students for the most junior class or year in a school.
Earnout Payments has the meaning set forth in Section 2.2(a).
LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”
Final Average Earnings means the earnings used to determine benefits under this Plan as further described in Article 7.
Adjusted EBITDA Margin means Adjusted EBITDA divided by operating revenue;
Earn-Out Payment has the meaning set forth in Section 2.5(a).
Adjusted Revenue means revenue less Digital Platform Fulfilment Revenue.
EBITDA Target means the Company's projected earnings before interest, taxes, one-time transition expenses, non-cash compensation expense charges, depreciation and amortization, as contained in the Company's budget for the Applicable Period and which is approved by the Board (without reference to any adjustments or revision, upwards or downwards, to such projected earnings which are subsequently approved by the Board as part of any subsequent revision to such budget), and (ii) the term "Financial Results" shall mean the Company's EBITDA calculated by reference to the Company's financial statements for the Applicable Period as filed with the Securities and Exchange Commission (the "SEC").
Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).
Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.
Cash Balance means, at any date of determination, the unencumbered and otherwise unrestricted cash and Cash Equivalents of the NCLC Group.
Free Cash means the aggregate book value of the holdings which at all times are available for the Issuer of any:
Cumulative EBITDA means, as of any date of determination, EBITDA of the Company from the Existing Notes Issue Date to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.
Three-Year Period means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.
TTM EBITDA means, as of any date of determination, EBITDA of Borrower determined on a consolidated basis in accordance with GAAP, for the 12 month period most recently ended.
Earn-Out Payments has the meaning set forth in Section 2.3(a).
Payout Period means the time frame during which certain benefits payable hereunder shall be distributed. Payments shall be made in monthly installments commencing on the first day of the month following the occurrence of the event which triggers distribution and continuing for a period of one hundred eighty (180) months. Should the Executive make a Timely Election to receive a lump sum benefit payment, the Executive's Payout Period shall be deemed to be one (1) month.